VCSA / Vacasa, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-41130 VACASA, INC. (Exact name of registrant as specified in its charter

As filed with the United States Securities and Exchange Commission on May 1, 2025. Registration No. 333-261922 Registration No. 333-265347 Registration No. 333-281875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECT

As filed with the United States Securities and Exchange Commission on May 1, 2025.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, LLC Casago Global, LLC Roofstock, Inc. MHRE STR II, LLC TRT Investors 37, LLC SLP V Venice Feeder I, L.P. SLP Venice Holdings. L.P. S

VISTA MERGER SUB II INC. A Delaware Corporation Effective December 27, 2024 TABLE OF CONTENTS

Exhibit 3.2 BYLAWS OF VISTA MERGER SUB II INC. A Delaware Corporation Effective December 27, 2024 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 2 Section 4. Notice 2 Section 5. Adjournments and Postponements 3 Section 6. Quorum 4 Section 7. Voting 4 Section 8

AMENDMENT NO. 5

Exhibit 10.2 AMENDMENT NO. 5 AMENDMENT NO. 5, dated as of April 29, 2025 (this “Amendment”), is entered into among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), each Lender party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Collatera

As filed with the United States Securities and Exchange Commission on May 1, 2025.

As filed with the United States Securities and Exchange Commission on May 1, 2025.

As filed with the United States Securities and Exchange Commission on May 1, 2025. Registration No. 333-261922 Registration No. 333-265347 Registration No. 333-281875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECT

As filed with the United States Securities and Exchange Commission on May 1, 2025.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2025 Vacasa, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41130 87-1995316 (State or Other Jurisdiction of incorporation) (Commission File Number

As filed with the United States Securities and Exchange Commission on May 1, 2025.

As filed with the United States Securities and Exchange Commission on May 1, 2025.

As filed with the United States Securities and Exchange Commission on May 1, 2025. Registration No. 333-261922 Registration No. 333-265347 Registration No. 333-281875 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECT

As filed with the United States Securities and Exchange Commission on May 1, 2025.

SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VACASA, INC.

Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VACASA, INC. FIRST: The name of the corporation is Vacasa, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Corporation’s registered agent at such address is National Registere

As filed with the United States Securities and Exchange Commission on May 1, 2025.

As filed with the United States Securities and Exchange Commission on May 1, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 Vacasa, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Number

Vacasa Stockholders Approve Merger with Casago

Exhibit 99.1 Vacasa Stockholders Approve Merger with Casago PORTLAND, Ore., April 29, 2025 – Vacasa, Inc. (Nasdaq: VCSA) (“Vacasa” or the “Company”), a leading vacation rental management platform in North America, today announced that its stockholders have approved the proposed merger with Casago (the “Merger”). On April 29, 2025, Vacasa held a special meeting of the Company’s stockholders (the “S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 18, 2025 Vacasa, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 18, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Number

Vacasa Responds to Revised Unsolicited Proposal from Davidson Kempner Capital Management Vacasa Special Committee Determines Latest Proposal Does Not Constitute a Superior Proposal Board Reaffirms Recommendation with Respect to Proposed Transaction w

Exhibit 99.2 Vacasa Responds to Revised Unsolicited Proposal from Davidson Kempner Capital Management Vacasa Special Committee Determines Latest Proposal Does Not Constitute a Superior Proposal Board Reaffirms Recommendation with Respect to Proposed Transaction with Casago PORTLAND, Ore., April 18, 2025 – Vacasa, Inc. (Nasdaq: VCSA) (“Vacasa” or the “Company”), a leading vacation rental management

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Subject Line: IMPORTANT UPDATE: Special Meeting to Approve Casago Transaction - Voting is Open

Exhibit 99.1 Subject Line: IMPORTANT UPDATE: Special Meeting to Approve Casago Transaction - Voting is Open Vacasa Team, We will be holding an important Special Meeting of Stockholders on April 29, 2025, to approve our proposed transaction with Casago, in which Casago will acquire all of the outstanding shares of Vacasa, Inc. for $5.30 per share (the “Merger”), as described in our definitive proxy

Vacasa, Inc. 850 NW 13th Avenue Portland, Oregon 97209

Exhibit 99.1 Vacasa, Inc. 850 NW 13th Avenue Portland, Oregon 97209 April 12, 2025 Joshua D. Morris 520 Madison Avenue, 30th Floor New York, New York 10022 Re: Davidson Kempner Proposal to Acquire Vacasa Dear Mr. Morris I am writing on behalf of the Special Committee (the “Committee” or “we”) of the Board of Directors of Vacasa, Inc. (the “Company”) in response to the proposal from Davidson Kempne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 12, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Number

Cautionary Note Regarding Forward-Looking Statements The information included herein and in any oral statements made in connection herewith contains forward-looking statements. All statements other than statements of historical facts are forward-look

Exhibit 99.1 Casago Transaction Is in the Best Interests of Vacasa Shareholders April 2025 Cautionary Note Regarding Forward-Looking Statements The information included herein and in any oral statements made in connection herewith contains forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 9, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Com

Casago Transaction Is in the Best Interests of Vacasa Shareholders April 2025 Cautionary Note Regarding Forward-Looking Statements The information included herein and in any oral statements made in connection herewith contains forward-looking stateme

Exhibit 99.1 Casago Transaction Is in the Best Interests of Vacasa Shareholders April 2025 Cautionary Note Regarding Forward-Looking Statements The information included herein and in any oral statements made in connection herewith contains forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 9, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Casago Transaction Is in the Best Interests of Vacasa Shareholders April 2025

Exhibit 99.1 Casago Transaction Is in the Best Interests of Vacasa Shareholders April 2025 Cautionary Note Regarding Forward-Looking Statements The information included herein and in any oral statements made in connection herewith contains forward-looking statements. All statements other than statements of historical facts are forward-looking statements. These statements involve known and unknown

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 8, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, LLC Vista Merger Sub II Inc. Vista Merger Sub LLC Casago Global, LLC Roofstock, Inc. MHRE STR II, LLC TRT Investors 37, LLC SLP V Ven

AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 30, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 17, 2025 (as amended, the “Merger Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 28, 2025 Vacasa, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 28, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 30, 2024, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of March 17, 2025 (as amended, the “Merger Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 28, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Vacasa, Inc. (Exact Name of Registrant and Name of Person Filing Statement) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Vacasa, Inc.

AMENDMENT NO. 1 TO THE LIMITED GUARANTEE

Exhibit (b)(iv) AMENDMENT NO. 1 TO THE LIMITED GUARANTEE This AMENDMENT NO. 1 (this “Amendment”) to the Limited Guarantee (the “Guarantee”) by Roofstock, Inc., a Delaware corporation (“Roofstock”), MHRE STR II, LLC, a Delaware limited liability company (“Miramar”), and TRT Investors 37, LLC, a Texas limited liability company (“TRT”, and together with Roofstock and Miramar, the “Guarantors”, and ea

1 Special Committee update February 2025 Project Vista 2 Bid ComparisonCasago vs. Davidson Kempner (“DK”) Category Existing Casago Agreement (“Existing Agreement”) DK Proposal Purchase Price $5.02 per share in cash, subjected to adjustment schedule:

Exhibit (c)(ix) 1 Special Committee update February 2025 Project Vista 2 Bid ComparisonCasago vs.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, LLC Vista Merger Sub II Inc. Vista Merger Sub LLC Casago Global, LLC Roofstock, Inc. MHRE STR II, LLC TRT Investors 37, LLC SLP V Ven

Commitment Amount

Exhibit (b)(ii) March 17, 2025 Casago Holdings, LLC 15475 N Greenway Hayden Loop, Suite B2 Scottsdale, AZ 85260-1616 Attention: Joseph Riley Email: joseph@patriotfamilyhomes.

CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, LLC Vista Merger Sub II Inc. Vista Merger Sub LLC Casago Global, LLC Roofstock, Inc. MHRE STR II, LLC TRT Investors 37, LLC SLP V Venice Fee

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) Vacasa, Inc.

Discussion materials March 17, 2025 Project Vista 1 Situation Overview Project Vista Process Review Evolution of Casago Global, LLC(1) (“Casago”) & Davidson Kempner (“DK”) Proposals Review of Casago Current Proposal Vista Valuation Today’s Agenda Cas

Exhibit (c)(x) Discussion materials March 17, 2025 Project Vista 1 Situation Overview Project Vista Process Review Evolution of Casago Global, LLC(1) (“Casago”) & Davidson Kempner (“DK”) Proposals Review of Casago Current Proposal Vista Valuation Today’s Agenda Casago Global, LLC is the Parent and is indirectly acquiring Vista through its subsidiary Casago Holdings, LLC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Special Committee update February 2025 Project Vista 1 2 Bid ComparisonCasago vs. Davidson Kempner (“DK”) Category Existing Casago Agreement (“Existing Agreement”) DK Proposal Purchase Price $5.02 per share in cash, subjected to adjustment schedule:

Exhibit (c)(viii) Special Committee update February 2025 Project Vista 1 2 Bid ComparisonCasago vs.

AMENDMENT NO. 1 TO THE INTERIM INVESTORS AGREEMENT

Exhibit (d)(viii) CONFIDENTIAL AMENDMENT NO. 1 TO THE INTERIM INVESTORS AGREEMENT THIS AMENDMENT NO. 1 (this “Amendment”) to the Interim Investors Agreement, dated as of December 30, 2024 (the “Interim Investors Agreement”), by and among Casago Global, LLC, a Delaware limited liability company (the “Lead Investor”), Casago Holdings, LLC, a Delaware limited liability company, SLP V Venice Feeder I,

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 30, 2024 (the “Merger Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Company Merger Sub”), Vista

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 30, 2024 (the “Merger Agreement”), by and among Casago Holdings, LLC, a Delaware limited liability company (“Parent”), Vista Merger Sub II Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Company Merger Sub”), Vista

Vacasa Accepts Revised Acquisition Proposal from Casago at $5.30 Per Share Enters Into Amendment to its Previously Announced Definitive Merger Agreement with Casago

Exhibit 99.1 Vacasa Accepts Revised Acquisition Proposal from Casago at $5.30 Per Share Enters Into Amendment to its Previously Announced Definitive Merger Agreement with Casago PORTLAND, Ore., March 17, 2025 – Vacasa, Inc. (Nasdaq: VCSA) (“Vacasa” or the “Company”), a leading vacation rental management platform in North America, today announced that, upon the recommendation of the Special Committ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 17, 2025 Vacasa, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 17, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199531

Vacasa Accepts Revised Acquisition Proposal from Casago at $5.30 Per Share Enters Into Amendment to its Previously Announced Definitive Merger Agreement with Casago

Exhibit 99.1 Vacasa Accepts Revised Acquisition Proposal from Casago at $5.30 Per Share Enters Into Amendment to its Previously Announced Definitive Merger Agreement with Casago PORTLAND, Ore., March 17, 2025 – Vacasa, Inc. (Nasdaq: VCSA) (“Vacasa” or the “Company”), a leading vacation rental management platform in North America, today announced that, upon the recommendation of the Special Committ

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 17, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199531

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

, 2025, between Vacasa LLC and

TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is made by and between Bruce Schuman (“Employee”) and Vacasa LLC (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

Confidential Consulting Agreement, dated February 12, 2025, between Vacasa, LLC and FLG Partners, LLC.

Initial: Client FLG Page 1 of 6 CONFIDENTIAL CONSULTING AGREEMENT This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).

List of Subsidiaries of Vacasa, Inc.

Exhibit 21.1 Name State or Other Jurisdiction of Incorporation or Organization Vacasa Holdings LLC Delaware V-Revolver Sub LLC Delaware TurnKey Vacation Rentals, LLC Delaware Vacasa LLC Delaware Vacasa Alabama LLC Alabama Vacasa Arizona LLC Arizona Vacasa Delaware LLC Delaware Vacasa Florida LLC Florida Vacasa Illinois LLC Illinois Vacasa Louisiana L.L.C. Louisiana Vacasa of Arkansas LLC Arkansas

Vacasa Insider Trading Compliance Policy

VACASA, INC. INSIDER TRADING COMPLIANCE POLICY I. PURPOSE AND SCOPE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Vacasa, Inc. (together with its subsidiaries, the “Company”). Preventing insider trading is necessary to comply with securities laws and to preserve the reputation and integrity of the Company and its affiliates. “Insid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa, Inc. (E

Vacasa, Inc. 850 NW 13th Avenue Portland, Oregon 97209

Vacasa, Inc. 850 NW 13th Avenue Portland, Oregon 97209 March 12, 2025 Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Vacasa, Inc. Schedule 13E-3/A filed March 5, 2025 File No. 005-93396 Revised Preliminary Proxy Statement on Schedule 14A filed March

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, LLC Vista Merger Sub II Inc. Vista Merger Sub LLC Casago Global, LLC Roofstock, Inc. MHRE STR II, LLC TRT Investors 37, LLC SLP V Ven

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, LLC Vista Merger Sub II Inc. Vista Merger Sub LLC Casago Global, LLC Roofstock, Inc. MHRE STR II, LLC TRT Investors 37, LLC SLP V Ven

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Vacasa, Inc. 850 NW 13th Avenue Portland, Oregon 97209

Vacasa, Inc. 850 NW 13th Avenue Portland, Oregon 97209 March 5, 2025 Division of Corporation Finance Office of Mergers & Acquisitions United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Vacasa, Inc. Schedule 13E-3 filed January 31, 2025 File No. 005-93396 Preliminary Proxy Statement on Schedule 14A filed January 31, 20

Vacasa Confirms Receipt of Unsolicited Non-Binding Acquisition Proposal from Davidson Kempner Capital Management

Exhibit 99.1 Vacasa Confirms Receipt of Unsolicited Non-Binding Acquisition Proposal from Davidson Kempner Capital Management PORTLAND, Ore., February 4, 2025 - Vacasa, Inc. (Nasdaq: VCSA) (“Vacasa” or the “Company”), a leading vacation rental management platform in North America, today confirmed that it has received an unsolicited, non-binding proposal (the “Proposal”) from Davidson Kempner Capit

Vacasa Confirms Receipt of Unsolicited Non-Binding Acquisition Proposal from Davidson Kempner Capital Management

Exhibit 99.1 Vacasa Confirms Receipt of Unsolicited Non-Binding Acquisition Proposal from Davidson Kempner Capital Management PORTLAND, Ore., February 4, 2025 - Vacasa, Inc. (Nasdaq: VCSA) (“Vacasa” or the “Company”), a leading vacation rental management platform in North America, today confirmed that it has received an unsolicited, non-binding proposal (the “Proposal”) from Davidson Kempner Capit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 4, 2025 Vacasa, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 4, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Numb

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 4, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Numb

Exhibit A – Improved Merger Consideration Adjustment Schedule

EX-99.7 2 p25-0372exhibit997.htm OFFER LETTER THIS LETTER IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF VACASA, INC. OR ANY OTHER SECURITIES AND IS NOT A SOLICITATION OF ANY PROXY OR VOTE WITH RESPECT TO ANY SHARES OF VACASA, INC. OR ANY OTHER SECURITIES. February 3, 2025 VIA ELECTRONIC MAIL Vacasa, Inc. 850 NW 13th Avenue Portland, OR 97209 Dear Members of the Sp

CONFIDENTIAL SPECIAL COMMITTEE UPDATE December 2024 Project Vista

Exhibit (c)(v) CONFIDENTIAL SPECIAL COMMITTEE UPDATE December 2024 Project Vista CONFIDENTIALCategory C/R Position (12/06/24) Vista Verbal Proposal (12/08/24) C/R Verbal Proposal (12/08/24) Closing Conditions Unit Count ($0.

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Exhibit (b)(i) December 30, 2024 Casago Holdings, LLC 15475 N Greenway Hayden Loop, Suite B2 Scottsdale, AZ 85260-1616 Attention: Joseph Riley Email: joseph@patriotfamilyhomes.

CONFIDENTIAL SPECIAL COMMITTEE UPDATE December 2024 Project Vista

Exhibit (c)(iv) CONFIDENTIAL SPECIAL COMMITTEE UPDATE December 2024 Project Vista CONFIDENTIAL Casago / Roofstock (“C/R”) has provided an updated proposal concerning the purchase price at various unit counts at closing (the “Ladder”) as well as an updated proposal related to the liquidity requirement at closingC/R’s proposal retains the termination right, but they have moved the threshold down to 25,000 units from 30,000 units in their previous offer C/R proposal also requires Vista’s working capital at close to be no more than $7.

INTERIM INVESTORS AGREEMENT

Exhibit (d)(vi) INTERIM INVESTORS AGREEMENT This Interim Investors Agreement (this “Agreement”) is made as of December 30, 2024 by and among Casago Global, LLC, a Delaware limited liability company (the “Lead Investor”), Casago Holdings, LLC, a Delaware limited liability company (“Parent”), SLP V Venice Feeder I, L.

CONFIDENTIAL DISCUSSION MATERIALS December 29, 2024 Project Vista

Exhibit (c)(vi) CONFIDENTIAL DISCUSSION MATERIALS December 29, 2024 Project Vista CONFIDENTIAL Situation OverviewProject Vista Process Review Evolution of Casago Global, LLC(1) (“Casago”) Proposal Review of Casago Current Proposal Vista Valuation Today’s Agenda (1)Casago Global, LLC is the Parent and is indirectly acquiring Vista through its subsidiary Casago Holdings, LLC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

CONFIDENTIAL SPECIAL COMMITTEE PROCESS UPDATE October 2024 Project Vista

Exhibit (c)(ii) CONFIDENTIAL SPECIAL COMMITTEE PROCESS UPDATE October 2024 Project Vista Highly Illustrative and Subject to Material Revision CONFIDENTIAL Review status of active counterpartiesBid status Areas of differentiation Path forward and timeline Determine messaging to counterparties and next steps Discuss valuation and liquidity considerations Today’s Agenda 1 2 3 A C B2 CONFIDENTIAL Proc

FSection 262 of the General Corporation Law of the State of Delaware

Exhibit (f) FSection 262 of the General Corporation Law of the State of Delaware § 262.

LIMITED GUARANTEE

Exhibit (b)(ii) LIMITED GUARANTEE This Limited Guarantee (this “Guarantee”) is made as of December 30, 2024, by each of the undersigned “Guarantors” set forth on Annex A hereto (each, a “Guarantor”) in favor of Vacasa, Inc.

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, L

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Vacasa, Inc. (Name of the Issuer) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, LLC Vista Merger Sub II Inc. Vista Merger Sub LLC Casago Global, LLC Roofstock, Inc. MHRE STR II, LLC TRT Investors 37, LLC SLP V Venice Feeder I, L.P.

CONFIDENTIAL PROPOSAL RESPONSE November 2024 Project Vista

Exhibit (c)(iii) CONFIDENTIAL PROPOSAL RESPONSE November 2024 Project Vista CONFIDENTIAL Casago / Roofstock Key Business Terms Response Source: Vista Management.

CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) Vacasa, Inc. Vacasa Holdings LLC Casago Holdings, LLC Vista Merger Sub II Inc. Vista Merger Sub LLC Casago Global, LLC Roofstock, Inc. MHRE STR II, LLC TRT Investors 37, LLC SLP V Venice Fee

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) Vacasa, Inc.

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Vacasa, Inc. (Exact Name of Registrant and Name of Person Filing Statement) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Vacasa, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 10, 2025 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995

VIA EMAIL

Exhibit 99.1 VIA EMAIL January 10, 2025 Vacasa, Inc. 850 NW 13th Avenue Portland, OR 097209 Attention: Board of Directors To Vacasa, Inc: Effectively immediately, I resign as Director of Vacasa, Inc. Sincerely, /s/ Alan Liu Alan Liu

VIA EMAIL

Exhibit 99.2 VIA EMAIL January 10, 2025 Vacasa, Inc. 850 NW 13th Avenue Portland, OR 097209 Attention: Board of Directors To Vacasa, Inc: Effectively immediately, I resign as Director of Vacasa, Inc. Sincerely, /s/ Luis Sosa Luis Sosa

SUPPORT AGREEMENT

Exhibit 10.1 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of December 30, 2024, is entered into by and among the undersigned stockholders of the Company (collectively, the “Stockholders” and each, a “Stockholder”), Vacasa, Inc., a Delaware corporation (the “Company”), and Casago Holdings, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not

Premier Vacation Rental Brands Casago and Vacasa Announce Strategic Merger Merger will create unmatched vacation rental management platform, strengthening commitment to homeowners and exceptional, locally-driven vacation rental management services

Exhibit 99.1 Premier Vacation Rental Brands Casago and Vacasa Announce Strategic Merger Merger will create unmatched vacation rental management platform, strengthening commitment to homeowners and exceptional, locally-driven vacation rental management services PHOENIX, Ariz., and PORTLAND, Ore., (December 30, 2024) — Casago, a premier vacation rental property management company, and Vacasa, Inc. (

Agreement and Plan of Merger, dated as of December 30, 2024, by and among Vacasa, Inc., Vacasa Holdings LLC, Casago Holdings, LLC, Vista Merger Sub II Inc. and Vista Merger Sub LLC

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CASAGO HOLDINGS, LLC, VISTA MERGER SUB II INC., VISTA MERGER SUB LLC, VACASA HOLDINGS LLC and VACASA, INC. Dated as of December 30, 2024 TABLE OF CONTENTS Page ARTICLE I THE REDEMPTIONS AND CONVERSIONS; THE MERGERS; CLOSING; EFFECTIVE TIMES 1.1. The Redemptions and Conversions 3 1.2. The Mergers 4 1.3. Closing 5 1.4. Effective Times 5 1.5. Repa

Premier Vacation Rental Brands Casago and Vacasa Announce Strategic Merger Merger will create unmatched vacation rental management platform, strengthening commitment to homeowners and exceptional, locally-driven vacation rental management services

Exhibit 99.1 Premier Vacation Rental Brands Casago and Vacasa Announce Strategic Merger Merger will create unmatched vacation rental management platform, strengthening commitment to homeowners and exceptional, locally-driven vacation rental management services PHOENIX, Ariz., and PORTLAND, Ore., (December 30, 2024) — Casago, a premier vacation rental property management company, and Vacasa, Inc. (

Amendment No. 4 to Revolving Credit Agreement, dated as of December 30, 2024, by and between Vacasa Holdings LLC, V-Revolver Sub LLC, each lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and issuing bank.

Exhibit 10.5 AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of December 30, 2024 (this “Amendment”), is entered into among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and JPMORGAN CHASE BANK, N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 30, 2024 Vacasa, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 30, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199

Support Agreement, dated as of December 30, 2024, by and among Vacasa, Inc., Casago Holdings, LLC, Level Equity Opportunities Fund 2015, L.P., Level Equity Opportunities Fund 2018, L.P., LEGP II AIV(B), L.P., LEGP I VCS, LLC, LEGP II VCS, LLC and Level Equity - VCS Investors, LLC.

Exhibit 10.3 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of December 30, 2024, is entered into by and among the undersigned stockholders of the Company (collectively, the “Stockholders” and each, a “Stockholder”), Vacasa, Inc., a Delaware corporation (the “Company”), and Casago Holdings, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 30, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199

SUPPORT AGREEMENT

Exhibit 10.3 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of December 30, 2024, is entered into by and among the undersigned stockholders of the Company (collectively, the “Stockholders” and each, a “Stockholder”), Vacasa, Inc., a Delaware corporation (the “Company”), and Casago Holdings, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not

AMENDMENT NO. 4

Exhibit 10.5 AMENDMENT NO. 4 AMENDMENT NO. 4, dated as of December 30, 2024 (this “Amendment”), is entered into among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and each, individually, a “Lender”), and JPMORGAN CHASE BANK, N

SUPPORT AGREEMENT

Exhibit 10.2 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of December 30, 2024, is entered into by and among the undersigned stockholders of the Company (collectively, the “Stockholders” and each, a “Stockholder”), Vacasa, Inc., a Delaware corporation (the “Company”), and Casago Holdings, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not

Amendment No. 1 to Tax Receivable Agreement, dated as of December 30, 2024, by and among Vacasa, Inc., Vacasa Holdings LLC and the other parties thereto.

Exhibit 10.4 AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT December 30, 2024 This Amendment No. 1 to the Tax Receivable Agreement (as defined below) is dated effective as of December 30, 2024 (this “Amendment”), and is entered into by and among Vacasa, Inc., a Delaware corporation (the “Company”), Vacasa Holdings LLC, a Delaware limited liability company (the “Company LLC”), SLP Venice Holdings, L.P

AGREEMENT AND PLAN OF MERGER by and among CASAGO HOLDINGS, LLC, VISTA MERGER SUB II INC., VISTA MERGER SUB LLC, VACASA HOLDINGS LLC VACASA, INC. Dated as of December 30, 2024 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among CASAGO HOLDINGS, LLC, VISTA MERGER SUB II INC., VISTA MERGER SUB LLC, VACASA HOLDINGS LLC and VACASA, INC. Dated as of December 30, 2024 TABLE OF CONTENTS Page ARTICLE I THE REDEMPTIONS AND CONVERSIONS; THE MERGERS; CLOSING; EFFECTIVE TIMES 1.1. The Redemptions and Conversions 3 1.2. The Mergers 4 1.3. Closing 5 1.4. Effective Times 5 1.5. Repa

Support Agreement, dated as of December 30, 2024, by and among Vacasa, Inc., Casago Holdings, LLC, SLP V Venice Feeder I, L.P. and SLP Venice Holdings L.P.

Exhibit 10.1 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of December 30, 2024, is entered into by and among the undersigned stockholders of the Company (collectively, the “Stockholders” and each, a “Stockholder”), Vacasa, Inc., a Delaware corporation (the “Company”), and Casago Holdings, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not

Support Agreement, dated as of December 30, 2024, by and among Vacasa, Inc., Casago Holdings, LLC, RW Vacasa AIV L.P., RW Industrious Blocker L.P., RCP III Vacasa AIV L.P., Riverwood Capital Partners II (Parallel - B) L.P., Riverwood Capital Partners III (Parallel - B) L.P., RCP III (A) Vacasa AIV L.P., RCP III Blocker Feeder L.P. and RCP III (A) Blocker Feeder L.P.

Exhibit 10.2 SUPPORT AGREEMENT This Support Agreement (this “Agreement”), dated as of December 30, 2024, is entered into by and among the undersigned stockholders of the Company (collectively, the “Stockholders” and each, a “Stockholder”), Vacasa, Inc., a Delaware corporation (the “Company”), and Casago Holdings, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used but not

AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT December 30, 2024

Exhibit 10.4 AMENDMENT NO. 1 TO TAX RECEIVABLE AGREEMENT December 30, 2024 This Amendment No. 1 to the Tax Receivable Agreement (as defined below) is dated effective as of December 30, 2024 (this “Amendment”), and is entered into by and among Vacasa, Inc., a Delaware corporation (the “Company”), Vacasa Holdings LLC, a Delaware limited liability company (the “Company LLC”), SLP Venice Holdings, L.P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa

Third Quarter 2024 Highlights November 7, 2024 To Our Stakeholders, During the third quarter, we concluded another successful summer peak season with Vacasa serving nearly 400,000 guest reservations and generating over $300 million in income for our

Third Quarter 2024 Highlights November 7, 2024 To Our Stakeholders, During the third quarter, we concluded another successful summer peak season with Vacasa serving nearly 400,000 guest reservations and generating over $300 million in income for our homeowners.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995

Amendment No. 1, dated as of October 25, 2024, to the Note Purchase Agreement, dated as of August 7, 2024, among Vacasa Holdings LLC, V-Revolver Sub LLC, each purchaser party thereto and Acquiom Agency Services LLC, as administrative agent and collateral agent.

Exhibit 4.1 AMENDMENT NO. 1, dated as of October 25, 2024 (this “Amendment”), to the Note Purchase Agreement, dated as of August 7, 2024 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Note Purchase Agreement”), among Vacasa Holdings LLC, a Delaware limited liability company (“Holdings”), V-Revolver Sub LLC, a Delaware limited

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995

Amendment No. 3, dated as of October 25, 2024, to the Credit Agreement, dated as of October 7, 2021, among Vacasa Holdings LLC, V-Revolver Sub LLC, each lender party thereto and JPMorgan Chase Bank, N.A., as administrative agent, collateral agent and issuing bank.

Exhibit 10.1 AMENDMENT NO. 3, dated as of October 25, 2024 (this “Amendment”), to the Credit Agreement dated as of October 7, 2021 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability comp

VACASA, INC. UP TO 10,932,790 SHARES OF CLASS A COMMON STOCK

TABLE OF CONTENTS Pursuant to Rule 424(b)(3) Registration No. 333-281875 PROSPECTUS   VACASA, INC. UP TO 10,932,790 SHARES OF CLASS A COMMON STOCK This prospectus relates to the resale from time to time by the selling shareholders named herein (each, a “Selling Shareholder,” and collectively, the “Selling Shareholders”) of (i) 1,517,381 shares of Class A common stock, par value $0.00001 per share

September 6, 2024

September 6, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F.

Calculation of Filing Fee Tables Form S-3 (Form Type) Vacasa, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Vacasa, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securi

As filed with the Securities and Exchange Commission on August 30, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 30, 2024 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 19, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-19953

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additiona

VCSA / Vacasa, Inc. / DAVIDSON KEMPNER CAPITAL MANAGEMENT LP - DAVIDSON KEMPNER CAPITAL MANAGEMENT LP Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vacasa, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 91854V206 (CUSIP Number) Shulamit Leviant, Esq. c/o Davidson Kempner Capital Management LP 520 Madison Avenue, 30th Floor New York, New York 10022 (212) 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa, Inc

Vacasa, Inc. Non-Employee Director Compensation Program, as amended and restated on March 7, 2024.

Exhibit 10.8 VACASA, INC.(the “Company”) NON-EMPLOYEE DIRECTOR COMPENSATION[1] (Effective as of March 7, 2024) Cash Compensation Annual retainers will be paid in the following amounts to Non-Employee Directors of the Company’s Board of Directors (the “Board”): Board Service Non-Employee Director: $50,000 Non-Executive Chair (additional amount): $40,000 Committee Service Chair Non-Chair Audit Commi

Amended and Restated Registration Rights Agreement, dated as of August 7, 2024, among Vacasa, Inc., a Delaware corporation, and each of the Holders party thereto

Exhibit 10.2 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of August 7, 2024 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Company”) and each of the persons listed under the heading “Holders” on the signature pages attached hereto (the “Holders,” and each

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation) (Commission File Number

Form of Senior Secured Convertible Note

Exhibit 4.2 FORM OF NOTE THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER SAID ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT INCLUDING, WITHOUT LI

Collateral Agreement, dated as of August 7, 2024, among Vacasa Holdings LLC, V-Revolver Sub, LLC, the other grantors party thereto and Acquiom Agency Services LLC, as collateral agent

Exhibit 10.3 Execution Version COLLATERAL AGREEMENT dated as of August 7, 2024 among VACASA HOLDINGS LLC, V-REVOLVER SUB LLC, THE OTHER GRANTORS PARTY HERETO and ACQUIOM AGENCY SERVICES LLC, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01 Defined Terms 1 SECTION 1.02 Other Defined Terms 1 ARTICLE II Pledge of Securities SECTION 2.01 Pledge 5 SECTION 2.02 Delivery of t

Voting Agreement, dated as of August 7, 2024, among Vacasa, Inc., a Delaware corporation, and each of the Stockholders party thereto

Exhibit 10.1 Execution Version VOTING AGREEMENT THIS VOTING AGREEMENT, dated as of August 7, 2024, is entered into by and between (i) Vacasa, Inc., a Delaware corporation (the “Company”), and (ii) each of the Silver Lake Stockholders, the Riverwood Stockholders and the Level Equity Stockholders (each as defined below) (together, the “Stockholders”). Capitalized terms used herein without definition

Guarantee Agreement, dated as of August 7, 2024, among Vacasa Holdings LLC, V-Revolver Sub, LLC, the subsidiary guarantors party thereto and Acquiom Agency Services LLC, as collateral agent

Exhibit 10.4 Execution Version GUARANTEE AGREEMENT dated as of August 07, 2024 among VACASA HOLDINGS LLC, as Holdings, V-REVOLVER SUB LLC, as the Borrower, THE SUBSIDIARY GUARANTORS from time to time party hereto and ACQUIOM AGENCY SERVICES LLC, as Collateral Agent TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Note Purchase Agreement 1 SECTION 1.02. Other Defined Terms 1 ARTICLE II Th

Note Purchase Agreement, dated as of August 7, 2024, among Vacasa, Inc., a Delaware corporation, Vacasa Holdings LLC, a Delaware limited liability company, V-Revolver Sub LLC, Vacasa, Inc., a Delaware corporation, the purchasers party thereto and Acquiom Agency Services LLC

Exhibit 4.1 NOTE PURCHASE AGREEMENT dated as of August 7, 2024 among VACASA, INC., as Parent, VACASA HOLDINGS LLC, as Holdings, V-REVOLVER SUB LLC, as Borrower The Purchasers party hereto and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent and Collateral Agent TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.1 General Definitions 1 Section 1.2 Terms Generally 39 Section 1.3 Times of D

Vacasa Enters into Note Purchase Agreement with Davidson Kempner Capital Management for the Issuance of $30 Million Senior Secured Convertible Notes

Exhibit 99.2 Vacasa Enters into Note Purchase Agreement with Davidson Kempner Capital Management for the Issuance of $30 Million Senior Secured Convertible Notes August 8, 2024 PORTLAND, Ore. — Vacasa (Nasdaq: VCSA), North America’s leading vacation rental management platform, today announced the closing of an initial $30 million senior secured convertible notes (“Initial Notes”) financing with an

Second Quarter 2024 Highlights August 8, 2024 To Our Stakeholders, We are currently in the heart of our peak season, one of the busiest times of year for our local teams. Their dedication and hard work are essential in delivering exceptional service

Exhibit 99.1 Second Quarter 2024 Highlights August 8, 2024 To Our Stakeholders, We are currently in the heart of our peak season, one of the busiest times of year for our local teams. Their dedication and hard work are essential in delivering exceptional service to our homeowners and guests during this busy three-month period. At the same time, we are executing against the business transformation

Exhibit A

EXHIBIT A JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this joint filing agreement as of the date set forth below.

Fee Table

EXHIBIT 107 Calculation of Filing Fee Table FORM S-8 (Form Type) VACASA, INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.00001 par value per shar

Exhibit B

EXHIBIT B MARKET TRANSACTIONS Trade Date Amount Purchased VWAP* VWAP Price Range 03/25/2024 42,803 $7.

Vacasa, Inc. 2021 Incentive Award Plan, as amended and restated on May 21, 2024

VACASA, INC. 2021 INCENTIVE AWARD PLAN (as amended and restated on May 21, 2024) ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the following word

VCSA / Vacasa, Inc. / Oaktree Capital Group Holdings GP, LLC - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No.)* Vacasa, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 91854V206 (CUSIP Number) Richard Ting Gen

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995316

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT The Securities Act of 1933 VACASA, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 VACASA, INC. (Exact name of registrant as specified in its charter) Delaware 87-1995316 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 850 NW 13th Avenue Portland, OR 97209 Telephone: (503) 946-3650 (Address of pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa, In

Transition Agreement, dated February 24, 2024, between Vacasa LLC and John Banczak.

Exhibit 10.1 TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is made by and between John Banczak (“Employee”) and Vacasa LLC (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, Employee’s employment with the Company will end as of the Separation Date (as defined below); and WHEREAS, Employee and the Company want to establish t

First Quarter 2024 Highlights May 9, 2024 To Our Stakeholders, For well over a year, we have been working to transform Vacasa through a variety of improvements across the business, and we’ve made strong progress to date. We remain on that transformat

First Quarter 2024 Highlights May 9, 2024 To Our Stakeholders, For well over a year, we have been working to transform Vacasa through a variety of improvements across the business, and we’ve made strong progress to date.

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 7, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995316 (

RISK FACTORS

Exhibit 99.3 RISK FACTORS As of the date of this Current Report, the Company updates and supplements the risk factors disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024 (the “2023 Form 10-K”), with the following risk factor. Any of the risk factors disclosed in the Company’s 2023 Form 10-K, proxy statements on Schedule 14A or

All Company Email

Exhibit 99.2 All Company Email Subject Line: A Message from CEO Rob Greyber Date: May 9, 2024 Vacasa team, Today, I have a difficult but important message to share with you about the business and I understand it will take time for each of you to digest the news. We are announcing a significant restructuring of the company, which means we will be parting ways with a lot of talented and hard-working

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199531

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 p24-1509exhibit99.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing a

VCSA / Vacasa, Inc. / DAVIDSON KEMPNER CAPITAL MANAGEMENT LP - VACASA, INC. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vacasa, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 91854V206 (CUSIP Number) Shulamit Leviant, Esq. c/o Davidson Kempner Capital Management LP 520 Madison Avenue, 30th Floor New York, New York 10022 (212) 446-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

VCSA / Vacasa, Inc. / DAVIDSON KEMPNER CAPITAL MANAGEMENT LP - VACASA, INC. Passive Investment

SC 13G 1 p24-1195sc13g.htm VACASA, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Vacasa, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Title of Class of Securities) 91854V206 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropri

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EX-99 2 p24-1195exhibit1.htm JOINT FILING AGREEMENT EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 5, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995316

Vacasa, Inc. Policy for Recovery of Erroneously Awarded Compensation

Exhibit 97.1 VACASA, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Vacasa, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of December 1, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1. Persons Subject to Policy This Policy shal

List of Subsidiaries of Vacasa, Inc.

Exhibit 21.1 Name State or Other Jurisdiction of Incorporation or Organization Vacasa Holdings LLC Delaware V-Revolver Sub LLC Delaware TurnKey Vacation Rentals, LLC Delaware Vacasa LLC Delaware Vacasa Alabama LLC Alabama Vacasa Arizona LLC Arizona Vacasa DC LLC District of Columbia Vacasa Delaware LLC Delaware Vacasa Florida LLC Florida Vacasa Georgia LLC Georgia Vacasa Iowa LLC Iowa Vacasa Illin

Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended.

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the capital stock of Vacasa, Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Amended and Restated Bylaws (the “By

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa, Inc. (E

Vacasa, Inc. 2021 Incentive Award Plan, as amended and restated on May 23, 2023.

Exhibit 10.20 VACASA, INC. 2021 INCENTIVE AWARD PLAN (as amended and restated on May 23, 2023) ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. ARTICLE II. DEFINITIONS As used in the Plan, the

Vacasa, Inc. 2021 Nonqualified Employee Stock Purchase Plan, as amended and restated on May 23, 2023.

Exhibit 10.24 VACASA, INC. 2021 NONQUALIFIED EMPLOYEE STOCK PURCHASE PLAN (as amended and restated on May 23, 2023) ARTICLE 1 PURPOSE The Plan’s purpose is to assist employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees provide for their future security and to encourage them to remain in the employment of the Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2024 Vacasa, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 28, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199

All Company Email

All Company Email Subject Line: Connecting on Today’s News and Company Town Hall Date: February 28, 2024 Vacasa team, We are on a journey to transform Vacasa.

Skiers Palace Breckenridge, CO Fourth Quarter & Full Year 2023 Highlights To Our Stakeholders, We are pleased to share a review of our fourth quarter and full year 2023 financial results and how we’re positioning Vacasa in 2024 and beyond. 2023 was a

Skiers Palace Breckenridge, CO Fourth Quarter & Full Year 2023 Highlights To Our Stakeholders, We are pleased to share a review of our fourth quarter and full year 2023 financial results and how we’re positioning Vacasa in 2024 and beyond.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 13, 2024 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199

Vacasa Annual Incentive Plan for Executives.

Exhibit 10.1 Vacasa Annual Incentive Plan (Executive) Purpose Vacasa is committed to compensating employees through comprehensive and competitive pay packages that are designed to motivate employees to exceed performance expectations in support of the company’s business objectives. The Vacasa Annual Incentive Plan (Executive) (the “AIP”) is a discretionary bonus program intended to help drive the

VCSA / Vacasa, Inc. / ADAMS STREET PARTNERS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245942d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2)* Vacasa, Inc. (Name of Issuer) Common Stock-Class A (Title of Class of Securities) 91854V107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

US91854V2060 / Vacasa, Inc. / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 vacasa-sc13ga123123.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 Vacasa, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 (Titles of Class of Securities) 91854V206 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Sta

US91854V2060 / Vacasa, Inc. / SLTA V (GP), L.L.C. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vacasa, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Titles of Class of Securities) 91854V206 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

EX-99.1 2 d777987dex991.htm EX-99.1 Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint fil

US91854V2060 / Vacasa, Inc. / LEVEL EQUITY OPPORTUNITIES FUND 2015, L.P. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vacasa, Inc. (Name of Issuer) CLASS A COMMON STOCK, $0.00001 PAR VALUE (Title of Class of Securities) 91854V206 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

US91854V2060 / Vacasa, Inc. / Riverwood Capital Partners II (Parallel-B) L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d725931dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Vacasa, Inc. (Name of Issuer) Class A common stock, par value $0.00001 per share (Titles of Class of Securities) 91854V206 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Che

Supplement No. 1, dated as of October 6, 2023, to the Guarantee Agreement, dated as of October 7, 2021, by and among Vacasa Holdings LLC, V-Revolver Sub LLC, the subsidiary guarantors identified therein, and JPMorgan Chase Bank, N.A., as Administrative Agent.

Exhibit 10.2 Execution Version SUPPLEMENT NO. 1, dated as of October 6, 2023 to the Guarantee Agreement, dated as of October 7, 2021 (the “Guarantee Agreement”), among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company (the “Borrower”), the other subsidiaries of the Borrower party thereto (Holdings and such subsidiaries

Supplement No. 1, dated as of October 6, 2023, to the Collateral Agreement, dated as of December 6, 2021, by and among Vacasa Holdings LLC, V-Revolver Sub LLC, the other grantors party thereto, and JPMorgan Chase Bank, N.A., as Collateral Agent.

Exhibit 10.1 Certain portions of this exhibit (indicated by ####) have been omitted pursuant to Regulation SK Item 601(a)(6). Execution Version SUPPLEMENT NO. 1 dated as of October 6, 2023 (this “Supplement”), to the Collateral Agreement dated as of December 6, 2021 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Collateral Agreement”), VACASA HOLDINGS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41130 Vacas

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 7, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995

Rustic Luxury Morganton, TN Third Quarter 2023 Highlights To Our Stakeholders, We are pleased to share an update on the recent progress we’ve made in the business and review our third quarter 2023 financial results. During the third quarter, Vacasa’s

Rustic Luxury Morganton, TN Third Quarter 2023 Highlights To Our Stakeholders, We are pleased to share an update on the recent progress we’ve made in the business and review our third quarter 2023 financial results.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vacasa, Inc. dated October 2, 2023.

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VACASA, INC.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-19953

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 Vacasa, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199

Vacasa Announces Reverse Stock Split

Vacasa Announces Reverse Stock Split PORTLAND, Ore. (September 6, 2023) — Vacasa, Inc. (Nasdaq: VCSA), North America’s leading vacation rental management platform (the “Company” or “Vacasa”), today announced that its board of directors has approved a reverse stock split of its Class A Common Stock, Class B Common Stock, and Class G Common Stock (collectively, the “Common Stock”) at a ratio of 1-fo

Change in Control and Retention Agreement, dated June 1, 2023, between Vacasa, LLC and Bruce Schuman

Exhibit 10.2 VACASA LLC CHANGE IN CONTROL AND RETENTION AGREEMENT This Change in Control and Retention Agreement (the “Agreement”) is made between Vacasa LLC (the “Company”) and Bruce Schuman (the “Executive”), effective as of June 1, 2023 (the “Effective Date”). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connection with

Vacasa, Inc. Non-Employee Director Compensation Program, as amended and restated on May 22, 2023.

Exhibit 10.8 VACASA, INC. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM (as amended and restated on May 22, 2023) This Vacasa, Inc. (the “Company”) Non-Employee Director Compensation Program (this “Program”) was originally adopted by the Company’s Board of Directors (the “Board”) under the Company’s 2021 Incentive Award Plan (the “Plan”), effective upon the closing of the transactions contemplated by

Separation and Release Agreement, dated February 6, 2023, between Vacasa, LLC and Craig Smith.

Exhibit 10.4 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (“Agreement”) is made by and between Craig Smith (“Employee”) and Vacasa LLC (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, Employee’s employment with the Company will end as of the Separation Date (as defined below); and WHEREAS, Employee and the Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa, Inc

Amendment No. 2 to the Credit Agreement, dated June 20, 2023, between Vacasa Holdings LLC, V-Revolver Sub LLC, and JPMorgan Chase Bank, N.A.

Exhibit 10.7 AMENDMENT NO. 2, dated as of June 20, 2023 (this “Amendment”), to the Credit Agreement dated as of October 7, 2021 (as amended, supplemented, amended and restated or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”) among VACASA HOLDINGS LLC, a Delaware limited liability company (“Holdings”), V-REVOLVER SUB LLC, a Delaware limited liability company

Villa De La Mar Nokomis, FL Second Quarter 2023 Highlights To Our Stakeholders, We are pleased to share an update on the recent progress we’ve made in the business and review our second quarter 2023 financial results. We are in our summer peak season

vacasashareholderlettera Villa De La Mar Nokomis, FL Second Quarter 2023 Highlights To Our Stakeholders, We are pleased to share an update on the recent progress we’ve made in the business and review our second quarter 2023 financial results.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 8, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199531

Director Designation Agreement, dated June 7, 2023, between Vacasa, Inc. and the Riverwood Stockholders

Exhibit 10.2 DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Riverwood Stockholders (as hereinafter defined). WHEREAS, pursuant to the Business Combination

Director Designation Agreement, dated June 7, 2023, between Vacasa, Inc. and the Level Equity Stockholders

Exhibit 10.3 DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Level Equity Stockholders (as hereinafter defined). WHEREAS, pursuant to the Business Combinati

Director Designation Agreement, dated June 7, 2023, between Vacasa, Inc. and the EB Stockholders

Exhibit 10.4 DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the EB Stockholders (as hereinafter defined). WHEREAS, pursuant to the Business Combination Agreeme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Vacasa, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995316

Director Designation Agreement, dated June 7, 2023, between Vacasa, Inc. and the Silver Lake Stockholders

Exhibit 10.1 DIRECTOR DESIGNATION AGREEMENT This DIRECTOR DESIGNATION AGREEMENT (as the same may be amended from time to time in accordance with its terms, the “Agreement”) is entered into as of June 7, 2023 (the “Effective Date”), by and among Vacasa, Inc., a Delaware corporation (the “Issuer”) and the Silver Lake Stockholders (as hereinafter defined). WHEREAS, pursuant to the Business Combinatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995316

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Vacasa, Inc. dated May 23, 2023

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VACASA, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Vacasa, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that: 1. The Amended and Restated Certificate of Incorpora

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) VACASA, INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.00001 par value per shar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT The Securities Act of 1933 VACASA, INC. (Exact name of registrant as specified in its charter) Delaware 87-1995316 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 VACASA, INC. (Exact name of registrant as specified in its charter) Delaware 87-1995316 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) 850 NW 13th Avenue Portland, OR 97209 Telephone: (503) 345-9399 (Address of pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa, In

Amended and Restated Offer Letter, dated February 6, 2023, between Vacasa LLC and John Banczak

Exhibit 10.1 February 6, 2023 John Banczak Amended and Restated Employment Offer – Chief Operations Officer Dear John, This letter outlines the updated terms of your employment with Vacasa LLC (herein referred to as “Vacasa” or the “Company”) as its Chief Operations Officer and summarizes the compensation and other benefits you will receive in connection with your role. Title and Salary: By signin

Transition Agreement, dated May 3, 2023, between Vacasa LLC and Jamie Cohen

Exhibit 10.2 TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is made by and between Jamie Cohen (“Employee”) and Vacasa LLC (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). WHEREAS, Employee’s employment with the Company will end as of the Separation Date (as defined below); and WHEREAS, Employee and the Company want to establish th

Croatan Ridge Buxton, NC First Quarter 2023 Highlights May 9, 2023 2First Quarter 2023 To Our Stakeholders, We are pleased to share an update on the recent progress we’ve made in the business and discuss our first quarter 2023 financial results. As w

vacasashareholderletterm Croatan Ridge Buxton, NC First Quarter 2023 Highlights May 9, 2023 2First Quarter 2023 To Our Stakeholders, We are pleased to share an update on the recent progress we’ve made in the business and discuss our first quarter 2023 financial results.

Vacasa Appoints Bruce Schuman as New Chief Financial Officer

Exhibit 99.2 Vacasa Appoints Bruce Schuman as New Chief Financial Officer PORTLAND, Ore. (May 9, 2023) — Vacasa, Inc. (Nasdaq: VCSA), North America’s leading vacation rental management platform, today announced the appointment of Bruce Schuman as Chief Financial Officer, effective June 1, 2023. Schuman will succeed Jamie Cohen, who is stepping down to pursue other opportunities. To facilitate an o

Offer Letter, dated May 3, 2023, between Vacasa, LLC and Bruce Schuman

Exhibit 10.1 May 3, 2023 Bruce Schuman Employment Offer – Chief Financial Officer Dear Bruce, Congratulations! On behalf of Vacasa LLC, its subsidiaries, affiliates, successors or assigns (together, the “Company”), we would like to offer you the position of Chief Financial Officer. This letter outlines the terms of a conditional offer of employment with the Company and summarizes compensation and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 3, 2023 Vacasa, Inc. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): May 3, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995316 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 Vacasa, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199531

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 10, 2023 Vacasa, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): April 10, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199531

Vacasa Announces New Board Nominee

Exhibit 99.1 Vacasa Announces New Board Nominee PORTLAND, Ore. (April 13, 2023) — Vacasa, Inc. (Nasdaq: VCSA), North America’s leading vacation rental management platform, today announced that director Eric Breon has decided not to stand for re-election at the end of his current term. Breon, who founded Vacasa in 2009, has served on the Company’s board of directors as the director designee of his

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

List of Subsidiaries of Vacasa, Inc.

Exhibit 21.1 Name State or Other Jurisdiction of Incorporation or Organization Vacasa Holdings LLC Delaware V-Revolver Sub LLC Delaware TurnKey Vacation Rentals, LLC Delaware Vacasa LLC Delaware Vacasa Alabama LLC Alabama Vacasa Arizona LLC Arizona Vacasa DC LLC District of Columbia Vacasa Delaware LLC Delaware Vacasa Florida LLC Florida Vacasa Georgia LLC Georgia Vacasa Iowa LLC Iowa Vacasa Illin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa, Inc. (E

Power of Attorney.

Exhibit 24.1 POWER OF ATTORNEY WHEREAS, Vacasa, Inc., a Delaware corporation (herein referred to as the "Company"), is required to file with the Securities and Exchange Commission, under the provisions of the Securities Exchange Act of 1934, as amended, an annual report on Form 10-K for the year ended December 31, 2022; and WHEREAS, each of the individuals identified below is a director of the Com

Amendment No. 1 to Stockholders Agreement, dated as of August 16, 2022

Exhibit 10.2 AMENDMENT NO. 1 TO VACASA, INC. STOCKHOLDERS AGREEMENT This Amendment No. 1 (this “Amendment”) to the Vacasa, Inc. Stockholders Agreement, dated as of December 6, 2021 (the “Stockholders Agreement”), by and among Vacasa, Inc. (the “Issuer”), the Silver Lake Stockholders, the Riverwood Stockholders, the Level Equity Stockholders, the TPG Stockholders and the EB Stockholders, is made an

s Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as Amended.

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description of the capital stock of Vacasa, Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), our Amended and Restated Bylaws (the “By

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 14, 2023 Vacasa, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 14, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-199531

Fourth Quarter & Full Year 2022 Highlights Local Rhythm Destin, FL 2Fourth Quarter & Full Year 2022 “Vacasa’s marketing stands out - and we don't have to do anything. Vacasa takes care of it all. Renting with Vacasa pays our mortgage and allows us to

EX-99.1 2 vacasashareholderletterm.htm EX-99.1 Fourth Quarter & Full Year 2022 Highlights Local Rhythm Destin, FL 2Fourth Quarter & Full Year 2022 “Vacasa’s marketing stands out - and we don't have to do anything. Vacasa takes care of it all. Renting with Vacasa pays our mortgage and allows us to make upgrades to the home. Recently, we added a bathroom, which we were able to do with the money that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 13, 2023 Vacasa, Inc. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): March 13, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41130 87-1995316 (State or other jurisdiction of incorporation or organization) (Commis

VCSA / TPG Pace Solutions Corp - Class A / ADAMS STREET PARTNERS LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* Vacasa, Inc. (Name of Issuer) Common Stock-Class A (Title of Class of Securities) 91854V107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

VCSA / TPG Pace Solutions Corp - Class A / Altos Ventures IV, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm236487d2sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Vacasa, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 91854V 10 7 (CUSIP

VCSA / TPG Pace Solutions Corp - Class A / TPG GP A, LLC - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 vacasa-sc13ga123122.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Vacasa, Inc. (Name of Issuer) Class A Common Stock, par value $0.00001 (Titles of Class of Securities) 91854V107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Sta

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): February 1, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41130 (Commission File

VCSA / TPG Pace Solutions Corp - Class A / Breon Eric - SC 13G/A Passive Investment

Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Vacasa, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 91854V107 (CUSIP Number) Decemb

VCSA / TPG Pace Solutions Corp - Class A / SILVERTON PARTNERS IV, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm234585d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Vacasa, Inc. (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of S

All Company Email

Exhibit 99.1 All Company Email Subject Line: Connecting on Today’s News Date: January 24, 2023 Hello team, When I joined Vacasa in September, some opportunities for improvement were immediately clear. As a result, we made rapid changes in how we organize, how we work, and where we put our focus, investment, and resources. Now, having taken more time through our annual planning process, it is clear

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 23, 2023 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41130 (Commission File

VACASA, INC. 317,447,755 SHARES OF CLASS A COMMON STOCK

424B3 1 tm233767-1424b4.htm 424B3 TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(3)  Registration No. 333-265347 PROSPECTUS VACASA, INC. 317,447,755 SHARES OF CLASS A COMMON STOCK This prospectus relates to (i) the resale from time to time by the selling shareholders named herein (each, a “Selling Shareholder,” and collectively, the “Selling Shareholders”) of 112,520,522 shares of Class A common

As filed with the Securities and Exchange Commission on January 6, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 6, 2023 Registration No.

Offer letter, dated August 22, 2022, between Vacasa LLC and Robert Greyber

Exhibit 10.1 August 22, 2022 Robert Greyber Employment Offer ? Chief Executive Officer Dear Rob, Vacasa LLC (the ?Company?) is pleased to offer you a position on the terms set forth in this letter. Title and Term: Commencing on September 6, 2022 (the ?Start Date?), you will be employed as Chief Executive Officer of the Company and Vacasa, Inc., reporting to the Vacasa, Inc. Board of Directors (the

Separation and Release Agreement, dated August 22, 2022 between Vacasa LLC and Matthew Roberts

Exhibit 10.3 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (?Agreement?) is made by and between Matthew Roberts (?Employee?) and Vacasa LLC (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). WHEREAS, Employee?s employment with the Company will end as of the Separation Date (as defined below); and WHEREAS, Employee and the

VACASA, INC.

424B3 1 a9302022vacasa10-qsticker.htm 424B3 Prospectus Supplement No. 4 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 3, 2022) Registration Statement No. 333-265347 VACASA, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 3, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265347). Capi

Form of Performance Share Unit Agreement for Awards Issued Under the 2021 Incentive Award Plan

|||| Exhibit 10.4 VACASA, INC. 2021 INCENTIVE AWARD PLAN PERFORMANCE STOCK UNIT AWARD GRANT NOTICE Vacasa, Inc., a Delaware corporation, (the ?Company?), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the ?Plan?), hereby grants to the holder listed below (the ?Participant?), an award of performance stock units (?Performance Stock Units? or ?PSUs?). Each vested Performance

Change in Control and Retention Agreement, dated September 6, 2022, between Vacasa LLC and Robert Greyber

Exhibit 10.2 VACASA LLC CHANGE IN CONTROL AND RETENTION AGREEMENT This Change in Control and Retention Agreement (the ?Agreement?) is made between Vacasa LLC (the ?Company?) and Robert Greyber (the ?Executive?), effective as of September 6, 2022 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connectio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa

Change in Control and Retention Agreement, dated September 6, 2022, between Vacasa LLC and Robert Greyber.

Exhibit 10.2 VACASA LLC CHANGE IN CONTROL AND RETENTION AGREEMENT This Change in Control and Retention Agreement (the ?Agreement?) is made between Vacasa LLC (the ?Company?) and Robert Greyber (the ?Executive?), effective as of September 6, 2022 (the ?Effective Date?). This Agreement provides certain protections to the Executive in connection with a change in control of the Company or in connectio

Form of Performance Stock Unit Award Grant Notice under the Vacasa, Inc. 2021 Incentive Award Plan.

EX-10.4 5 exhibit10410-q1.htm EX-10.4 |||| Exhibit 10.4 VACASA, INC. 2021 INCENTIVE AWARD PLAN PERFORMANCE STOCK UNIT AWARD GRANT NOTICE Vacasa, Inc., a Delaware corporation, (the “Company”), pursuant to its 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (the “Participant”), an award of performance stock units (“Performance Stock Unit

Release Agreement, dated August 22, 2022, between Vacasa LLC and Matthew Roberts.

Exhibit 10.3 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (?Agreement?) is made by and between Matthew Roberts (?Employee?) and Vacasa LLC (the ?Company?) (collectively referred to as the ?Parties? or individually referred to as a ?Party?). WHEREAS, Employee?s employment with the Company will end as of the Separation Date (as defined below); and WHEREAS, Employee and the

Offer Letter, dated August 22, 2022, between Vacasa LLC and Robert Greyber.

Exhibit 10.1 August 22, 2022 Robert Greyber Employment Offer ? Chief Executive Officer Dear Rob, Vacasa LLC (the ?Company?) is pleased to offer you a position on the terms set forth in this letter. Title and Term: Commencing on September 6, 2022 (the ?Start Date?), you will be employed as Chief Executive Officer of the Company and Vacasa, Inc., reporting to the Vacasa, Inc. Board of Directors (the

Third Quarter 2022 Highlights Casa de Yayo Lake Toxaway, NC 2Third Quarter 2022 "The Vacasa Homeowner app makes it easy to book a stay for our guests or reserve time for ourselves. Plus, we can monitor how well our homes are performing, see who’s boo

Third Quarter 2022 Highlights Casa de Yayo Lake Toxaway, NC 2Third Quarter 2022 "The Vacasa Homeowner app makes it easy to book a stay for our guests or reserve time for ourselves.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 9, 2022 Vacasa, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 9, 2022 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41130 (Commission File Number) 87-1995

VACASA, INC.

Prospectus Supplement No. 3 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 3, 2022) Registration Statement No. 333-265347 VACASA, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 3, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265347). Capitalized terms used in this prospectus supple

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 14, 2022 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41130 (Commission File

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 19, 2022 Vacasa, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41130 87-1995316 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

VACASA, INC.

Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 3, 2022) Registration Statement No. 333-265347 VACASA, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 3, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265347). Capitalized terms used in this prospectus supple

Vacasa Appoints Rob Greyber as Next Chief Executive Officer Seasoned Travel and Technology Executive to Lead Premier Vacation Rental Management Platform in Next Phase of Growth

EX-99.1 2 tm2224411d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Vacasa Appoints Rob Greyber as Next Chief Executive Officer Seasoned Travel and Technology Executive to Lead Premier Vacation Rental Management Platform in Next Phase of Growth PORTLAND, Ore. (August 24, 2022) — Vacasa (Nasdaq: VCSA), North America’s leading vacation rental management platform, today announced the appointment of Rob Greyber

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-41130 Vacasa, Inc

VACASA, INC.

Prospectus Supplement No. 1 Filed pursuant to Rule 424(b)(3) (To Prospectus dated June 3, 2022) Registration Statement No. 333-265347 VACASA, INC. This prospectus supplement updates, amends and supplements the prospectus dated June 3, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-265347). Capitalized terms used in this prospectus supple

Vacasa Releases Record Second Quarter 2022 Results Second quarter Revenue grew 31% year-over-year to $310 million Second quarter Gross Booking Value grew 32% year-over-year to $676 million Raises full year 2022 Revenue and Adjusted EBITDA guidance an

Vacasa Releases Record Second Quarter 2022 Results Second quarter Revenue grew 31% year-over-year to $310 million Second quarter Gross Booking Value grew 32% year-over-year to $676 million Raises full year 2022 Revenue and Adjusted EBITDA guidance and continues to expect Adjusted EBITDA profitability for full year 2023 PORTLAND, Ore.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): August 10, 2022 Vacasa, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 001-41130 (Commission File

Second Quarter 2022 Highlights Saugatuck’s Crown Jewel Saugatuck, MI 2Second Quarter 2022 "Hands down, the Homeowner app is game-changing for me. The visibility, communication, and accounting has been so much better since moving over to Vacasa. It’s

EX-99.2 3 vacasashareholderlettera.htm EX-99.2 Second Quarter 2022 Highlights Saugatuck’s Crown Jewel Saugatuck, MI 2Second Quarter 2022 "Hands down, the Homeowner app is game-changing for me. The visibility, communication, and accounting has been so much better since moving over to Vacasa. It’s been easy to see financial reports and pull information for my own taxes at my convenience. I don’t hav

VACASA, INC. 336,074,144 SHARES OF CLASS A COMMON STOCK

424B3 1 tm2215789-7424b3.htm 424B3 TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(3)  Registration No. 333-265347 PROSPECTUS VACASA, INC. 336,074,144 SHARES OF CLASS A COMMON STOCK This prospectus relates to (i) the resale from time to time by the selling shareholders named herein (each, a “Selling Shareholder,” and collectively, the “Selling Shareholders”) of (a) 113,010,926 shares of Class A c

As filed with the Securities and Exchange Commission on June 1, 2022.

Table of Contents As filed with the Securities and Exchange Commission on June 1, 2022.

Vacasa, Inc. 850 NW 13th Avenue Portland, Oregon 97209

Vacasa, Inc. 850 NW 13th Avenue Portland, Oregon 97209 June 1, 2022 VIA EDGAR TRANSMISSION Division of Corporate Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Nicholas Nalbantian Re: Vacasa, Inc. Registration Statement on Form S-1 Filed on June 1, 2022 Request for Acceleration of Effective Date Ladies and Gentlemen: In accordance

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-1 (Form Type) Vacasa, Inc. (Exact Name of Registrant as Specified in its Charter) ? Table 1: Newly Registered and Carry Forward Securities ? Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum OfferingPrice Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Cl

VACASA, INC.

Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3) (To Prospectus dated April 27, 2022) Registration Statement No. 333-261922 VACASA, INC. This prospectus supplement updates, amends and supplements the prospectus dated April 27, 2022 (the ?Prospectus?), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-261922). Capitalized terms used in this prospectus su